Exhibit 10.3
CONSULTING AGREEMENT
THIS AGREEMENT is between Liberty Coal Energy Corp. a Nevada corporation
(hereinafter referred to as the "Company"); and Xxxx Sand (hereinafter referred
to as the "Consultant").
WHEREAS, the Consultant is in the business of assisting public companies in
management advisory, strategic business planning, and capital markets advisory
designed to assist the company with executing their overall business plan; and
WHEREAS, the Company recognizes that the Consultant is not in the business
of stock brokerage, investment advice, activities which require registration
under either Securities Act of 1933(hereinafter "the Act") or the Securities and
Exchange Act of 1934 (hereinafter "the Exchange Act"), underwriting, banking, is
not an insurance company, nor does it offer services to the company which may
require regulation under federal or state securities law; and
WHEREAS, the parties agree, after having a complete understanding of the
services desired and the services to be provided, that the Company desires to
retain Consultant to provide such assistance through its services for the
Company, and the Consultant is willing to provide such services to the Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. DUTIES AND INVOLVEMENT.
The Company hereby engages Consultant to provide one or more plans to
provide for the expansion of the Company and the management of the Company's
projects, and for coordination in executing the agreed-upon plan. The plan may
include, but not way of limitation, the following services: management reports,
forecasts, and multi-year plans.
2. RELATIONSHIP AMONG THE PARTIES.
Consultant acknowledges that it is not an officer, director, or agent of
the Company, it is not and will not, be responsible for any management decisions
on behalf of the Company, and may not commit the Company to any action. The
Company represents that the Consultant does not have, through stock ownership or
otherwise, the power neither to control the Company, nor to exercise any
dominating influences over its management.
3. EFFECTIVE DATE, TERM AND TERMINATION.
This Agreement shall be effective on September 1st, 2012 and will continue
until March 1st, 2013. This six-month Agreement can be cancelled in writing
should either party find the arrangement is not mutually beneficial. This
Agreement may also be terminated prior to the expiration of the term set forth
herein as follows:
A. Upon the bankruptcy or liquidation of the other party; whether
voluntary or involuntary;
B. Upon the other party taking benefit of any insolvency law; and/or
C. Upon the other Party having or applying for a receiver appointed for
either party.
D. In the event the company fails or refuses to cooperate with
Consultant, Consultant shall have the right to terminate any further
performance under this Agreement.
4. OPTION TO RENEW AND EXTEND.
Company may renew this Agreement on the same terms by providing written
notice to Consultant at any time prior to the expiration hereof.
5. COMPENSATION AND PAYMENT OF EXPENSES.
The Company agrees to compensate Consultant with 5,996,000 shares of common
stock of Liberty Coal Energy Corp. (LBTG).
Company shall have no further obligation to consultant for payment,
further; the Agreement can be terminated by the Company at will with no further
financial compensation to be paid to Consultant.
In the event the Company extends this Consulting Agreement for more than
six months from the date of execution, the Consultant will be entitled to
additional compensation.
Company agrees to pay for all costs and expenses incurred associated with
its employees' working with the Consultant and its representatives, including
lodging, meals, and travel as necessary. All other expenses for the fulfillment
of this Agreement shall be borne by the Consultant, and by third parties engaged
by it in connection with the performance of the financial and public relations
services provided herein.
6. SERVICES NOT EXCLUSIVE.
Consultant shall devote such time and effort necessary to the discharge of
its duties hereunder. The Company acknowledges that Consultant is engaged in
other business activities, and that it will continue such activities during the
term of this agreement. Consultant shall not be restricted from engaging in
other business activities during the term of this Agreement.
7. CONFIDENTIALITY
Consultant acknowledges that it may have access to confidential information
regarding the Company and its business. Consultant agrees that it will not,
during or subsequent to the term of this Agreement, divulge, furnish or make
accessible to any person (other than with the written permission of the Company)
any knowledge or information or plans of the Company with respect to the Company
or its business, including, but not by way of limitation, the products of the
Company, whether in the concept or development stage, or being marketed by the
Company on the effective date of this Agreement or during the term hereof.
8. COVENANT NOT TO COMPETE.
During the term of this Agreement, consultant warrants, represents and
agrees that it will not directly participate in the information development for
2
and by the Company, and will not compete directly with the Company in the
Company's primary industry or related fields.
9. INDEMNIFICATION.
Company agrees to indemnify and hold harmless the Consultant and its
respective agents and employees, against any losses, claims, damages or
liabilities, joint or several, to which either party, or any such other person,
may become subject, insofar as such losses, claims, damages or liabilities (or
actions, suits or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement, any preliminary prospectus, the prospectus, or
any amendment or supplement thereto; or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading; and
will reimburse the Consultant, or any such other person, for any legal or other
expenses reasonably incurred by the Consultant, or any such other person, in
connection with the investigation or defending any such loss, claim, damage,
liability, or action, suite or proceeding.
10. MISCELLANEOUS PROVISIONS.
Section a Time. Time is of the essense of this Agreement
Section b Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
Section c Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless its Saturday, Sunday or a legal
holiday, in which event the period shall run until the end of the next day
thereafter which is not a Saturday, Sunday or legal holiday.
Section d Titles and Captions. All article, section and paragraph titles or
captions contained in this Agreement are for convenience only and shall not be
deemed part of the context nor effect the interpretation of this Agreement.
Section e Pronouns and Plurals. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the Person or Persons may require.
Section f Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.
Section g Good Faith, Cooperation and Due Diligence. The parties hereto
covenant, warrant and represent to each other good faith, complete cooperation,
due diligence and honesty in fact in the performance of all obligations of the
parties pursuant to this Agreement. All promises and covenants are mutual and
dependent.
Section h Savings Clause. If any provision of this Agreement, or application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held valid, shall not be
affected thereby.
3
Section I Assignment. This Agreement may not be assigned by either party hereto
without the written consent of the other, but shall be binding upon the
successors of the parties.
Section j Arbitration.
I Any controversy or claim arising out of or relating to this contract, or
the breach thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules
including the Emergency Interim Relief Procedures, and judgment on the award
rendered by a single arbitrator may be entered in any court having jurisdiction
thereof.
II. any provisional remedy, which would be available from a court of law,
shall be available to the parties to this Agreement from the Arbitrator pending
arbitration.
III. The situs of the arbitration shall be Xxxxx County, Nevada.
IV. In the event that a dispute results in arbitration, the parties agree
that the prevailing party shall be entitled to reasonable attorney's fees to be
fixed by the arbiter.
Section k Notices. All notices required or permitted to be given under this
Agreement shall be given in writing and shall be delivered, either personally or
by express delivery service, to the party notified. Notice to each party shall
be deemed to have been duly given upon delivery, personally or by courier (such
as Federal Express or similar express delivery service), addressed to the
attention of the officer at the address set forth heretofore, or such other
officer or addresses as either party may designate, upon at least ten (10) days'
written notice, to the other party.
Section m Entire Agreement. This Agreement contains the entire understanding and
agreement among the parties. There are no other agreements, conditions or
representations, oral or written, express or implied, with regard thereto. This
Agreement may be amended only in writing signed by all parties.
Section n Waiver. A delay or failure by any party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.
Section o Counterparts. This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. In the event that the
document is signed by one party and faxed to another the parties agree that a
faxed signature shall be binding upon the parties to this Agreement as though
the signature was an original.
Section p Successors. The provisions of this Agreement shall be binding upon all
parties, their successors and assigns.
Section q Counsel. The parties expressly acknowledge that each has been advised
to seek separate counsel for advice in this matter and has been given a
reasonable opportunity to do so.
4
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year provided herein.
CONSULTANT: Xxxx Sand
By: /s/ Xxxx Sand
------------------------------------
Name: Xxxx Sand
COMPANY: Liberty Coal Energy, Corp.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
5
